Alamo Square Neighborhood Association Amended Bylaws
Amended January 19, 2016
Article I: Name and Boundaries
A. The name of this Association shall be ALAMO SQUARE NEIGHBORHOOD ASSOCIATION (referred to as the “Association”).
B. The area encompassed by this Association shall be bounded on the
North by Turk Street
South by Page Street
East by Buchanan Street
West by Baker Street
C. This organization shall be not for profit and non-political so as to qualify for tax exempt status. The organization cannot endorse any candidate for public office, but it can endorse ballot propositions.
Article II: Member
A. Regular members shall be persons who reside, work or own property within the boundaries of the Association and who pay dues to the Association. Members must be named on the application, with a maximum of two members per application. Dues shall be payable in advance. The membership year shall be the calendar year from January 1st through December 31st.
B. The voting rights of the Association shall be vested in the regular members. Each member who has been a member for at least one month shall be entitled to one vote on each matter submitted to the membership.
C. Regular members may take an active part in furthering the purpose of the Association. Regular members may attend any Board meetings but may not vote at Board meetings unless they are Board members.
D. Honorary members are all persons so designated by a majority vote of the Board of Directors of the Association, and do not have the privilege of voting and are not required to pay dues.
E. Associate members are those individuals who neither reside, work nor own property within the boundaries of the Association but pay dues. No more than one Associate member may be a member of the Board of Directors at one time. Unless also a member of the Board of Directors, an Associate member shall not have the right to vote at meetings.
F. Members must be given not less than 10 nor more than 30 days’ written notice of matters to be voted on at any general meeting when members are entitled to vote.
Article III: Dues
A. Dues are due by January 1st.
a. If a member fails to pay dues by March 31st then his or her membership shall lapse on that date. A person who has not previously been a member or whose membership has lapsed may become a member or have his or her membership reinstated by paying dues for the year.
b. Members joining after September 1st of each year shall have their membership extended to December 31st of the following year.
Article IV: General Meetings and Special Meetings of the Membership
A. There shall be an annual general meeting of the Association members in the beginning of each calendar year for the purpose of electing officers and directors and for the transaction of any other business. At least one additional general meeting may be held each year at the discretion of the Board of Directors.
B. Special meetings of the membership may be called at the written request of any three members of the Board of Directors, or by any five regular members. Said request shall be forwarded to the President at least fourteen days before the date of the proposed meeting, specifying the purposes of the meeting.
C. All regular members shall be notified via email in advance of all general meetings and special meetings of the membership, giving when possible an agenda of the business for which the special meeting has been called.
D. 20 regular members or 20 percent of the paid regular members as of April 1, whichever is fewer, shall constitute a quorum, and all business may be transacted by a majority vote of those present when there is a quorum. A motion must receive support from a majority of the members present to pass.
E. Proxy voting shall not be allowed.
Article V: Officers of the Association
A. The officers shall consist of a President, Vice President, Secretary and Treasurer. Officers must have been members for a minimum of six months previous to the election.
B. The officers shall have the duties of such officers prescribed by applicable law.
C. The officers may delegate their duties to regular members as authorized by the Board of Directors or permitted by applicable law.
D. Each officer shall take office at the conclusion of the annual meeting at which he or she is elected or at the time appointed by the Board of Directors if he or she is elected by the Board of Directors to fill a vacancy, and serve until the next annual meeting.
E. Resignations by officers shall be submitted in writing to the Board of Directors.
F. Vacancies among the officers occurring during the year may be filled by the Board of Directors.
Article VI: Board of Directors
A. Each director shall take office at the conclusion of the annual meeting at which he or she is elected or at the time appointed by the Board of Directors if he or she is appointed by the Board of Directors to fill a vacancy, and serve until the next annual meeting.
B. The elected officers and no less than four and no more than twelve people elected at the annual election meeting shall constitute the Board of Directors.
C. The Board of Directors shall have the power to conduct and manage the business of the Association. Regular meetings of the Board of Directors (Board meetings) shall be held as determined by the Board of Directors.
D. Special meetings of the Board of Directors (Special Board meetings) may be called by the President or Vice President with 72 hours’ notice to each director.
E. A majority of the members of the Board of Directors shall constitute a quorum, and all business may be transacted by a majority vote of those Board members present when there is a quorum. A motion must receive support from a majority of the Board members present to pass. If Board members vote via email, a motion must receive support from a majority of the total number of Board members.
F. Resignations from the Board of Directors shall be submitted to the President in writing.
G. Any member of the Board of Directors may be removed for cause by majority vote of members present at a general or special meeting of the membership when there is a quorum.
H. Absence of any member of the Board of Directors from two successive properly convened meetings of the Board of Directors (Board meetings) without prior written notice to the President shall, upon affirmative resolution of the Board of Directors, constitute the resignation of such member from the Board of Directors.
I. Vacancies on the Board of Directors occurring during the year may be filled by the Board of Directors.
J. A resolution adopted by the Board of Directors which authorizes an expenditure or series of expenditures in excess of $5,000 concerning a matter shall not be effective until approved by a resolution adopted by the membership unless the Board of Directors, by a separate vote of three-fourths of the directors present at the Board of Directors meeting, resolves that such a matter will be materially prejudiced unless the expenditure is authorized before a meeting of the membership may be convened. Such decisions by the Board of Directors may be adopted in its sole discretion and shall be conclusive.
A Resolution adopted by the Board of Directors which authorizes an expenditure or a series of expenditures in excess of $5,000 will become effective following the next membership meeting if such resolution cannot be approved by the membership because of a lack of a quorum at the membership meeting at which such resolution is proposed.
Article VII: Elections
A. The Board of Directors shall appoint a nominating committee from the members of the Association to nominate the officers and members of the Board of Directors for the next calendar year.
B. The nominating committee shall select a slate of officers and directors. The Board of Directors will approve the slate to be presented to the membership at its annual meeting. The membership shall be notified of the Board of Directors slate prior to the annual general meeting.
C. If there are more nominees for the Board of Directors than vacancies to be filled, regular members who were not included in the slate of directors may request to be included as candidates for the Board of Directors by obtaining signatures from two percent of the regular members of the Association on a petition supporting the candidacy. Such petition shall be presented to the President at least seven days before the Annual Meeting and if so presented shall be incorporated into the ballot. If there are more candidates for the Board of Directors than vacancies to be filled after the slate is selected, elections shall be by secret ballot at the annual Association meeting at the beginning of each year. If there are no candidates other than those presented by the nominating committee, then these selected officers and directors may be elected by acclamation.
Article VIII: Amendments
Subject to the next paragraph, amendments of these bylaws may be proposed by any member of the Board of Directors at any meeting of the Board of Directors or of the general membership (including Board meetings, Special Board meetings, general meetings, and special meetings of the membership). Proposed changes must be included in the notice of the meeting at which they are to be voted upon. To become effective they must receive a two-thirds vote at the general meeting or special meeting of the membership, when there is a quorum, or two-thirds vote of directors present at the Board meeting, when there is a quorum.
An amendment to Article VI.J shall be effective only if approved by the general membership, except for an amendment adopted once annually that increases the amount of the limitation in Article VI.J by an additional amount not exceeding ten percent per annum, when added to other increases adopted in years preceding the year in which such amendment is adopted.
Article IX: Procedures
Robert’s Rules of Order, latest edition, shall be the governing authority of the procedure in all cases to which they are applicable, and in which they are not inconsistent with the bylaws or the special rules of order of this organization.